Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year.

Effective September 18, 2012, the Board of Directors (the "Board") of Century Aluminum Company ("Century" or the "Company") adopted amendments to the Company's Amended and Restated Bylaws. The amendments implement procedural and other requirements relating to the right of our stockholders to call a special meeting, which right was approved by our stockholders at our 2012 Annual Meeting. The amendments also eliminate a provision requiring stockholders to update advance notice disclosures regarding stockholder proposals to be brought before an annual meeting. The Company's Amended and Restated Bylaws, as amended, are filed herewith as Exhibit 3.1 and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2012 Annual Meeting of Stockholders (the “Annual Meeting”) was held on September 18, 2012, at 8:30 a.m. local time. A total of 76,896,384 shares of the Company's common stock were present or represented by proxy at the meeting, representing approximately 87% of the shares outstanding and entitled to vote at the Annual Meeting, thus providing a quorum.

The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Annual Meeting is as follows:

Proposal No. 1: Adoption and Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Declassify the Company's Board of Directors and to Provide for the Annual Election of Directors

The proposal to adopt and approve the amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Company's Board of Directors and to provide for the annual election of directors was approved by the votes indicated below.

Votes For

Votes Against

Abstentions

Broker Non-Votes

63,245,461

139,886

3,110,394

10,400,643

Proposal No. 2: Adoption and Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation Granting Stockholders Owning Not Less Than 10% of the Outstanding Common Stock the Right to Call a Special Meeting of Stockholders

The proposal to adopt and approve an amendment to the Company's Amended and Restated Certificate of Incorporation granting stockholders owning not less than 10% of the outstanding common stock the right to call a special meeting of stockholders was approved by the votes indicated below.

Votes For

Votes Against

Abstentions

Broker Non-Votes

63,279,794

100,400

3,115,547

10,400,643

Proposal No. 3: Election of Jarl Berntzen to the Company's Board of Directors

The Company's stockholders elected Mr. Berntzen to serve on the Company's Board of Directors for a one year term expiring at our annual meeting in 2013 by the votes indicated below.

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved by the votes indicated below. There were no broker non-votes on this proposal.